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Exhibit 4(l)




AMENDMENT NO. ELEVEN

TO THE

ATMOS ENERGY CORPORATION

RETIREMENT SAVINGS PLAN AND TRUST

EFFECTIVE JANUARY 1, 1999




     WHEREAS, ATMOS ENERGY CORPORATION (the “Company”) has heretofore amended
and restated the Atmos Energy Corporation Retirement Savings Plan and Trust
Effective January 1, 1999 (the “Plan”), and has thereafter, from time to time
amended the Plan; and



     WHEREAS, the Company desires to amend the Plan in order to reflect final
and temporary regulations under Section 401(a)(9) of the Internal Revenue Code
of 1986, as amended (the “Code”), published on April 17, 2002. This amendment
is intended as good faith compliance with the requirements of the final and
temporary regulations under Code Section 401(a)(9).



     NOW, THEREFORE, pursuant to Section 10.01 of the Plan, Atmos Energy
Corporation does hereby amend the Plan, effective as of January 1, 2003, as
follows:



     1. Effective January 1, 2003, Section 6.04 is amended, by adding the
following new Section 6.04(h) at the end said Section:




	 	(h)	 	Minimum Distribution Requirements





	 	(1)	 	General Rules





	 	(A)	 	Effective Date. The provisions of
this Section 6.04(h) will apply for purposes of
determining the minimum required distributions for
calendar years beginning on or after January 1, 2003.
	 
	 	(B)	 	Precedence. The requirements of this
Section will take precedence over any inconsistent
provisions of the Plan.
	 
	 	(C)	 	Requirements of Treasury Regulations
Incorporated. All distributions required under this
Section 6.04(h) will be determined and made in
accordance with the Section 1.401(a)(9)-1 through 9 of
the Treasury Regulations.





	 	(2)	 	Time and Manner of Distribution





	 	(A)	 	Required Beginning Date. The
Participant’s entire interest will be distributed, or
begin to be distributed, to the Participant no later
than the Participant’s Required Beginning Date.
	 
	 	(B)	 	Death of Participant Before
Distributions Begin. If the Participant dies before
distributions begin, the Participant’s entire interest
will be distributed, or begin to be distributed, no
later than as follows:




 









 





	 	(i)	 	If the Participant’s
surviving spouse is the Participant’s sole
Designated Beneficiary, then, distributions to the
surviving spouse will begin by December 31 of the
calendar year immediately following the calendar
year in which the Participant died, or by December
31 of the calendar year in which the Participant
would have attained age 70-1/2, if later.
	 
	 	(ii)	 	If the Participant’s
surviving spouse is not the Participant’s sole
Designated Beneficiary, then, distributions to the
Designated Beneficiary will begin by December 31
of the calendar year immediately following the
calendar year in which the Participant died.
	 
	 	(iii)	 	If there is no
Designated Beneficiary as of September 30 of the
year following the year of the Participant’s
death, the Participant’s entire interest will be
distributed by December 31 of the calendar year
containing the fifth anniversary of the
Participant’s death.
	 
	 	(iv)	 	If the Participant’s
surviving spouse is the Participant’s sole
Designated Beneficiary and the surviving spouse
dies after the Participant, but before
distributions to the surviving spouse begin, this
Subsection 6.04(h)(2)(B), other than Subsection
6.04(h)(2)(B)(i) above, will apply as if the
surviving spouse were the Participant.





For purposes of Subsection 6.04(h)(2)(B) above, and
Section 6.04(h)(4), unless Subsection 6.04(h)(2)(B)(iv)
above applies, distributions are considered to begin on
the Participant’s Required Beginning Date. If
Subsection 6.04(h)(2)(B)(iv) above applies,
distributions are considered to begin on the date
distributions are required to begin to the surviving
spouse under Subsection 6.04(h)(2)(B)(i) above. If
distributions under an annuity purchased from an
insurance company irrevocably commence to the
Participant before the Participant’s Required Beginning
Date (or to the Participant’s surviving spouse before
the date distributions are required to begin to the
surviving spouse under Subsection 6.04(h)(2)(B)(i)
above), the date distributions are considered to begin
is the date distributions actually commence.




	 	(C)	 	Forms of Distribution. Unless the
Participant’s interest is distributed in the form of an
annuity purchased from an insurance company or in a
single sum on or before the Required Beginning Date, as
of the first Distribution Calendar Year distributions
will be made in accordance with Sections 6.04(h)(3) and
6.04(h)(4). If the Participant’s interest is
distributed in the form of an annuity purchased from an
insurance company, distributions thereunder will be made
in accordance with the requirements of Code Section
401(a)(9) and the Treasury Regulations issued
thereunder.





	 	(3)	 	Minimum Required Distribution During Participant’s Lifetime






	 	(A)	 	Amount of Required Minimum
Distribution for Each Distribution Calendar Year.
During the Participant’s lifetime, the minimum amount
that will be distributed for each Distribution Calendar
Year is the lesser of:






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	 	(i)	 	the quotient obtained by
dividing the Participant’s Account Balance by the
distribution period in the Uniform Lifetime Table
set forth in Section 1.401(a)(9)-9 of the Treasury
Regulations, using the Participant’s age as of
the Participant’s birthday in the Distribution
Calendar Year; or
	 
	 	(ii)	 	if the Participant’s sole
Designated Beneficiary for the Distribution
Calendar Year is the Participant’s spouse, the
quotient obtained by dividing the Participant’s
Account Balance by the number in the Joint and
Last Survivor Table set forth in Section
1.401(a)(9)-9 of the Treasury Regulations, using
the Participant’s and spouse’s attained ages as of
the Participant’s and spouse’s birthdays in the
Distribution Calendar Year.





	 	(B)	 	Lifetime Required Minimum
Distributions Continue Through Year of Participant’s
Death. Minimum required distributions will be
determined under this Section 6.04(h)(3) beginning with
the first Distribution Calendar Year and up to and
including the Distribution Calendar Year that includes
the Participant’s date of death.





	 	(4)	 	Minimum Required Distributions After Participant’s Death





	 	(A)	 	Death on or after date distributions begin.





	 	(i)	 	Participant Survived by
Designated Beneficiary. If the Participant dies
on or after the date distributions begin and there
is a Designated Beneficiary, the minimum amount
that will be distributed for each Distribution
Calendar Year after the year of the Participant’s
death is the quotient obtained by dividing the
Participant’s Account Balance by the longer of the
remaining Life Expectancy of the Participant or
the remaining Life Expectancy of the Participant’s
Designated Beneficiary, determined as follows:





	 	(I)	 	The
Participant’s remaining Life Expectancy is
calculated using the age of the Participant
in the year of death, reduced by one for
each subsequent year.
	 
	 	(II)	 	If the
Participant’s surviving spouse is the
Participant’s sole Designated Beneficiary,
the remaining Life Expectancy of the
surviving spouse is calculated for each
Distribution Calendar Year after the year of
the Participant’s death using the surviving
spouse’s age as of the spouse’s birthday in
that year. For Distribution Calendar Years
after the year of the surviving spouse’s
death, the remaining Life Expectancy of the
surviving spouse is calculated using the age
of the surviving spouse as of the spouse’s
birthday in the calendar year of the
spouse’s death, reduced by one for each
subsequent calendar year.
	 
	 	(III)	 	If the
Participant’s surviving spouse is not the
Participant’s sole Designated Beneficiary,
the Designated Beneficiary’s




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remaining Life Expectancy is calculated using the age of
the Beneficiary in the year following the
year of the Participant’s death, reduced by
one for each subsequent year.




	 	(ii)	 	No Designated
Beneficiary. If the Participant dies on or after
the date distributions begin and there is no
Designated Beneficiary as of September 30 of the
year after the year of the Participant’s death,
the minimum amount that will be distributed for
each Distribution Calendar Year after the year of
the Participant’s death is the quotient obtained
by dividing the Participant’s Account Balance by
the Participant’s remaining Life Expectancy
calculated using the age of the Participant in the
year of death, reduced by one for each subsequent
year.





	 	(B)	 	Death before date distributions begin





	 	(i)	 	Participant Survived by
Designated Beneficiary. If the Participant dies
before the date distributions begin and there is a
Designated Beneficiary, the minimum amount that
will be distributed for each Distribution Calendar
Year after the year of the Participant’s death is
the quotient obtained by dividing the
Participant’s Account Balance by the remaining
Life Expectancy of the Participant’s Designated
Beneficiary, determined as provided in Subsection
6.04(h)(4)(A) above.
	 
	 	(ii)	 	No Designated
Beneficiary. If the Participant dies before the
date distributions begin and there is no
Designated Beneficiary as of September 30 of the
year following the year of the Participant’s
death, distribution of the Participant’s entire
interest will be completed by December 31 of the
calendar year containing the fifth anniversary of
the Participant’s death.
	 
	 	(iii)	 	Death of Surviving
Spouse Before Distributions to Surviving Spouse
Are Required to Begin. If the Participant dies
before the date distributions begin, the
Participant’s surviving spouse is the
Participant’s sole Designated Beneficiary, and if
the surviving spouse dies before distributions are
required to begin to the surviving spouse under
Subsection

6.04(h)(2)(B)(i), this Subsection
6.04(h)(4)(B) will apply as if the surviving
spouse were the Participant.





	 	(5)	 	For purposes of this Section 6.04(h), the
following terms shall have the following meanings:





	 	(A)	 	“Designated Beneficiary” means the
individual who is designated as the beneficiary under
Section 6.05 of the Plan and is the Designated
Beneficiary under Code Section 401(a)(9) and Section
1.401(a)(9)-4, Q&A-1, of the Treasury Regulations.




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	 	(B)	 	“Distribution Calendar Year” shall
mean a calendar year for which a minimum distribution is
required. For distributions beginning before the
Participant’s death, the first distribution calendar
year is the calendar year immediately preceding the
calendar year which contains the Participant’s Required
Beginning Date. For distributions beginning after the
Participant’s death, the
first distribution calendar year is the calendar year
in which distributions are required to begin under
Subsection 6.04(h)(2)(B) above. The minimum required
distribution for the Participant’s first distribution
calendar year will be made on or before the
Participant’s Required Beginning Date. The minimum
required distribution for other distribution calendar
years, including the minimum required distribution for
the Distribution Calendar Year in which the
Participant’s Required Beginning Date occurs, will be
made on or before December 31 of that distribution
calendar year.
	 
	 	(C)	 	“Life Expectancy” shall mean the life
expectancy as computed by use of the Single Life Table
in Section 1.401(a)(9)-9 of the Treasury Regulations.
	 
	 	(D)	 	“Participant’s Account Balance” shall
mean the balances in the Participant’s various accounts
under the Plan as of the last Valuation Date in the
calendar year immediately preceding the Distribution
Calendar Year (valuation calendar year) increased by the
amount of any contributions made and allocated or any
forfeitures allocated to the account balances as of
dates in the valuation calendar year after the Valuation
Date and decreased by distributions made in the
valuation calendar year after the Valuation Date. The
account balances for the valuation calendar year include
any amounts rolled over or transferred to the Plan
either in the valuation calendar year or in the
Distribution Calendar Year if distributed or transferred
in the valuation calendar year.
	 
	 	(E)	 	“Required Beginning Date” shall mean
the date specified in Section 6.04(b)(2) of the Plan.




     IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. ELEVEN TO
THE ATMOS ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST EFFECTIVE
JANUARY 1, 1999 to be executed in its name on its behalf this 30th day of
December, 2003.

	 	 	 	 	 
	 	ATMOS ENERGY CORPORATION

 	 
	 	By:  	/s/ ROBERT W. BEST
 	 
	 	 	Robert W. Best 	 
	 	 	Chairman, President and Chief Executive
Officer 	 
	 





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